HomeMy WebLinkAboutEDA RES 2008-13
COLUMBIA HEIGl-ITS ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 2008-13
RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT
AND
RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM,
TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS
$440,000 TAXABLE TAX INCREMENT REVENUE NOTE, SERIES 2008B
BE IT RESOLVED BY the Board of Conunissioners ("Board") of the Columbia
Heights Economic Development Authority, Columbia Heights, Minnesota (the
"Authority") as follows:
Section 1. Authorization.
1.01. Authorization. The Authority and the City of Columbia Heights have
heretofore approved the establishment of the Kmart/Central Avenue Tax Increment
Financing District (the "TIF District") the Downtown CBD Redevelopment Project (tile
"Project"), and have adopted a tax increment financing plan for the pm-pose of financing
certain improvements within the Project.
Pm-suant to Minnesota Statntes, Section 469.178, the Authority is authorized to
issue and sell its bonds for the pm-pose of financing a portion of the public development
costs of the Project. Such bonds are payable from all or any portion of revenues derived
from the TIF District and pledged to the payment of the bonds. The Authority hereby
finds amI determines that it is in the best interests of the Authority that it issue and sell its
Taxable Tax Increment Revenue Note in the maximum principal amount of $440,000
(the "Note") for the pm-pose of finmlcing certain public redevelopment costs of the
Project.
1.02. Approval of Agreement. The Contract for Private Redevelopment (the
"Agreement") between the Authority Grand Central Connnons, LLC ("Grand Central
Properties") is approved in substantially the form on file in City Hall, subject to
modifications that do not alter the substance of the transaction that are approved by the
President and Executive Director, provided that execution of the amendment by such
officials is conclusive evidence of and their approval.
1.03. Issuance. Sale. and Terms of the Note. The Authority hereby delegates to
the Executive Director the determination of the date on which the Note is to be delivered,
in accordance with the Agreement. The Note shall be issued to Grand Central Commons
LLC ("Owner"). The Note shall be dated as of the date of delivery, shallmatm-e no later
than February 1, 2018 and shall bear interest at the rate of7.0% per annum from the date
of original issue of the Note. The Note is issued in consideration of payment by Owner
of certain Public Redevelopment Costs in at least the principal amount of the Note, in
accordance with the Agreement.
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Section 2. Form of Note. The Note shall be in substantially the following form,
with the blanks to be properly filled in and the principal amount and payment schedule
adjusted as of the date of issue:
UNITED STATE OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
No.R-1
$
TAXABLE TAX INCREMENT REVENUE NOTE
SERIES 20_
Date
of Original
Rate
Issue
7.0%
,20~
The Columbia Heights Economic Development Authority ("Authority") for value
received, certifies that it is indebted and hercby promises to pay to Grand Central
C011ll110nS LLC or registered assigns (the "Owner"), the principal sum of $ or
so much thereof as has been from time to time advanced (the "Principal Amount"), as
provided in the Agreement defined hereafter, together with interest on the unpaid balance
thereof accrued from the date of original issue hereof at the rate of ~ percent per
annum (the "Stated Rate"). This Note is given in accordance with that certain Contract
for Private Redevelopment between the Issuer and the Owner dated as of
, 2008 (the "Agreement") and the authorizing resolution (the
"Resolution") duly adopted by the Authority on ,2008. Capitalized
terms used and not otherwise defined herein have the meaning provided for such terms in
the Agreement unless the context clearly requires otherwise.
1. Pavments. Principal and interest ("Payments") shall be paid on August 1,
20 I 0 and each February 1 and August 1 thereafter to and including February I, 2021
("Payment Dates") in the amounts and from the sources set forth in Section 3 herein.
Payments shall be applied first to accrued interest, and then to unpaid principal.
Payments are payable by mail to the address of the Owner or such other address
as the Owner may designate upon 30 days written notice to the Authority. Payments on
this Note are payable in any coin or currency of the United States of America which, on
the Payment Date, is legal tender for the payment of public and private debts.
2. Interest. Interest accruing from the date of original issue through and
including February 1,2010 (and not otherwise paid from Available Tax Increment) will
be compounded semiannually on February I and August 1 of each year and added to
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principal. Interest shall be computed on the basis of a year of 360 days and charged for
actual days principal is unpaid.
3. Available Tax Increment. All payments on this Note are payable on each
Payment Date solely from and in the amount of the "Available Tax Increment," which
means, on each Payment Date, 90 percent of the Tax Increment attributable to the
Commercial Property as defined in the Agreement that is paid to the Authority by Anoka
County in the six months preceding the Payment Date.
The Authority shall have no obligation to pay principal of and interest on this
Note on each Payment Date from any source other than Available Tax Increment and the
failure of the Authority to pay the entire amount of principal 01' interest on this Note on
any Payment Date shall not constitute a default hereunder as long as the Authority pays
principal and interest hereon to the extent of such pledged revenues. The Authority shall
have no obligation to pay unpaid balance of principal 01' accrued interest that may remain
after the final Payment on February 1, 2021.
4. Default. Upon an Event of Default by the Redeveloper under the
Agreement, the Authority may exercise the remedies with respect to this Note described
in Section 9.2 ofthe Agreement, the terms of which are incorporated herein by reference.
5. Optional Prepavment. (a) The principal sum and all accrued interest
payable under this Note is prepayable in whole 01' in part at any time by the Authority
without premium or penalty. No partial prepayment shall affect the amount 01' timing of
any other regular payment otherwise required to be made under this Note.
(b) Upon receipt by Redeveloper of the Authority's written statement of the
Excess Amount as defined in Section 3A(e) of the Agreement, one-half of such Excess
Amount will be deemed to constitute, and will be applied to, prepayment of the principal
amount of this Note. Such deemed prepayment is effective as of the Calculation Date as
defined in Section 3 A( e) of the Agreement, and will be recorded by the Registrar in its
records for the Note. Upon request of the Owner, the Authority will deliver to the Owner
a statement of the outstanding principal balance of the Note after application of the
deemed prepayment under this paragraph.
6. Nature of Obligation. This Note is one of an issue in the total principal
amount of $ issued to aid in financing certain public redevelopment costs
and administrative costs of a Project undeltaken by the Authority pursuant to Minnesota
Statutes, Sections 469.001 through 469.047, a11d is issued pursuant to the Resolution, and
purSUa11t to and in full conformity with the Constitution and laws of the State of
Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. This Note is a
limited obligation of the Authority which is payable solely from the revenues pledged to
the payment hereof under the Resolution. This Note and the interest hereon shall not be
deemed to constitute a general obligation of the State of Minnesota or any political
subdivision thereof, including, without limitation, the Authority. Neither the State of
Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of
01' interest on this Note 01' other costs incident hereto except from and to the extent of the
revenues pledged hereto, and neither the full faith and credit nor the taxing power of the
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State of Minnesota or any political subdivision thereof is pledged to the payment of the
principal of or interest on this Note or other costs incident hereto.
7. Registration and Transfer. This Note is issuable only as a fully registered
note without coupons. As provided in the Resolution, and subject to certain limitations
set forth therein, this Note is transferable upon the books of the Authority kept for that
purpose at the principal office of the City Chief Financial Officer, by the Owner hereof in
person or by such Owner's attorney duly authorized in writing, upon surrender of this
Note together with a written instrument of transfer satisfactory to the Authority, duly
executed by the Owner. Upon such transfer-or exchange and the payment by the Owner
of any tax, fee, or governmental charge required to be paid by the Authority with respect
to such transfer or exchange, there will be issued in the name of the transferee a new Note
of the same aggregate principal amount, bearing interest at the same rate and maturing on
the same dates.
This Note shall not be transferred to any person unless the Authority has been
provided with an opinion of counselor a certificate of the transferor, in a form
satisfactory to the Authority, that such transfer is exempt from registration and prospectus
delivery requirements of federal and applicable state securities laws.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things
required by the Constitution and laws of the State of Minnesota to be done, to cxist, to
happen, and to be performed in order to make this Note a valid and binding limited
obligation of the Authority according to its terms, havc been done, do exist, have
happened, and have been performed in due form, time and manner as so required.
IN WITNESS WHEREOF, the Board of Commissioners of the Columbia Heights
Economic Development Authority have caused this Note to be executed with the manual
signatures of its President and Executive Director, all as of the Date of Original Issue
specified above.
COLUMBIA HEIGHTS ECONOMIC DEVELOP
~p-
Executive Director-WaIter R. Fehst
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond
register of the City Chief Financial Officer, in the name of the person last listed below.
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Date of
Signature of
Registration
Officer
Registered Owner _
City Chief Financial
Grand Central Commons LLC
Federal Tax LD. No.
Section 3.
Terms. Execution and Delivery.
3.01. Denomination. Payment. The Note shall be issued as a single typewritten
note numbered R -I.
The Note shall be issuable only in fully registered form. Principal of and interest
on the Note shall be payable by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Principal of and interest on the Note shall
be payable by mail to the owner of record thereof as of the close of business on the
fiftecnth day of the month preceding the Payment Date, whether or not such day is a
business day.
3.03. Registration. The Authority hereby appoints the City Chief Financial
Officer to perform the functions of registrar, transfer agent and paying agent (the
"Registrar"). The effect of registration and the rights and duties of the Authority and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its office a bond register in which the
Registrar shall provide for the registration of ownership of the Note and the registration
of transfers and exchanges of the Note.
(b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in
form reasonably satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing, the Registrar
shall authenticate and deliver, in the name of the designated transferee or transferees, a
new Note of a like aggregate principal amount and maturity, as requested by the
transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person
unless the Authority has been proyided with an opinion of counselor a certificate of the
transferor, in a form satisfactory to the Authority, that such transfer is exempt from
registration and prospectus delivery requirements of federal and applicable state
secm'ities laws. The Registrar may close the books for registration of any transfer after
the fifteenth day of the month preceding each Payment Date and until such Payment
Date.
(c) Cancellation. The Note surrendered upon any transfer shall be promptly
cancelled by the Registrar and thereafter disposed of as directed by the Authority.
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(d) Improper or Unauthorized Transfer. When the Note is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Note or separate instrument of transfer is legally authorized.
The Registrar shall incur no liability for its refusal, in good faith, to make transfers,
which it, in its judgment, deems improper or unauthorized.
(e) Persons Deemed Owners. The Authority and the Registrar may treat the
person in whose name the Note is at any time registered in the bond register as the
absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of
receiving payment of, or on account of, the principal of and interest on such Note and for
all other purposes, and all such payments so made to any such registered owner or upon
the owner's order shall be valid and effectual to satisfy and discharge the liability of the
. . Authority upon such Note to the extent of the sum or sums so paid.
(f) Taxes. Fees and Charges. For every transfer or exchange of the Note, the
Registrar may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee, or other governmental charge required to be paid with respect
to such transfer or exchange.
(g) Mutilated. Lost. Stolen or Destroved Note. In case any Note shall become
mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like
amount, maturity dates and tenor in exchange and substitution for and upon cancellation
of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or
destroyed, upon the payment of the reasonable expenses ffild charges of thc Registrar in
connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with
the Registrar of evidcnce satisfactory to it that such Note was lost, stolen, or destroyed,
and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond
or indemnity in form, substance, and amount satisfactory to it, in which both the
Authority and the Registrar shall be named as obligees. The Note so surrendered to the
Registrar shall be cancelled by it and evidence of such cancellation shall be given to the
Authority. If the mutilated, lost, stolcn, or destroyed Note has already matured or been
called for redemption in accordance with its terms, it shall not be necessmy to issue a
new Note prior to payment.
3.04. Preparation and Deliverv. The Note shall be prepared under the direction
of the Executive Director and shall be executed on behalf of the Authority by the
signatures of its President md Executive Director. In case my officer whose signature
shall appear on the Note shall cease to be such officer before the delivery of the Note,
such signature shall neveliheless be valid and sufficient for all purposes, the same as if
such officer had remained in office until delivery. When the Note has been so executed,
it shall be delivered by the Executive Director to the Owner thereof in accordance with
the Agreement.
Section 4. Securitv Provisions.
4.0 I. Pledge. The Authority hereby pledges to the payment of the principal of
ffild interest on the Note all Available Tax Increment under the terms and as defined in
the Note. Available Tax Increment shall be applied to payment of the principal of and
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interest on the Note in accordance with the terms of the form of Note set forth in Section
2 of this resolution.
4.02. Bond Fund. Until the date the Note is no longer outstanding and no
principal thereof or interest thereon (to the extent required to be paid pursuant to this
resolution) remains unpaid, the Authority shall maintain a separate and special "Bond
Fund" to be used for no purpose other than the payment of the principal of and interest on
the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year
all Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund
shall be transferred to the Authority's account for the TIF District upon termination of the
Note in accordance with its terms.
4.03. Additional Bonds. If the Authority issues any bonds or notes secured by
Available Tax Increment, such additional bonds or notes are subordinate to the Note in
all respects.
Section 5.
Certification of Proceedings.
5.01. Certification of Proceedings. The officers of the Authority are hereby
authorized and directed to prepare ffild f,lrnish to the Owner of the Note certified copies
of all proceedings and records of the Authority, and such other affidavits, certificates, and
information as may be required to show the facts relating to the legality and marketability
of the Note as the same appem from the books and records under their custody and
control or as othcrwise known to them, and all such certificd copies, certificates, ffild
affidavits, including ffilY heretofore furnished, shall be deemed representations of thc
Authority as to the facts recited therein.
Section 6.
of the Agreement.
Effective Date. This resolution shall be effective upon execution
Adopted this a.:i day of ~"~-'--L, 2008.
MOTION BY: 1) \ ~\-\-XV\
SECOND BY: {..f)-..c,!;rJ6EJZG
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Executive Director-Walter . Fehst
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